Exhibit 4.4


 


	
  RIGHTS
  CERTIFICATE #:

  	
   

  	
  NUMBER OF RIGHTS

  



 


THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE
SET FORTH IN THE COMPANY’S PROSPECTUS DATED AUGUST 28, 2008 (THE “PROSPECTUS”)
AND ARE INCORPORATED HEREIN BY REFERENCE.  COPIES OF THE PROSPECTUS ARE AVAILABLE UPON
REQUEST FROM MACKENZIE PARTNERS, INC., THE INFORMATION AGENT.


 


Griffon Corporation


Incorporated under the laws of the State of Delaware


 


TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE


 


Evidencing Transferable Subscription Rights to Purchase Shares of Common
Stock of Griffon Corporation


 


CUSIP#: 398433 110


Subscription
Price:   $8.50 per Share


 


THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M.,
NEW YORK CITY TIME, ON SEPTEMBER 19, 2008, UNLESS EXTENDED BY THE COMPANY


 


REGISTERED


OWNER:


 


THIS
CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner
of the  number
of transferable subscription rights (“Rights”) set forth above. Each whole
Right entitles the holder thereof to subscribe for and purchase 0.6344 shares of Common
Stock, with a par value of $0.25 per share, of Griffon Corporation, a Delaware corporation,
at a subscription price of $8.50 per share (the “Basic Subscription Right”), pursuant to a rights
offering (the “Rights
Offering”), on the terms and subject to the conditions set forth in the
Prospectus.  If any shares of Common
Stock available for purchase in the Rights Offering are not purchased by other holders of Rights
pursuant to the exercise of their Basic Subscription Right (the “Remaining Shares”), any
Rights holder that exercises its Basic Subscription Right in full may subscribe for a number of
Remaining Shares in an amount equal to up to 20% of the shares of Common Stock
for which it was otherwise entitled to subscribe (calculated prior to the
exercise of any Rights) pursuant to the terms and conditions of the Rights Offering, subject to
proration, as described in the Prospectus (the “Over-Subscription Right”).  Each
Rights holder must represent to us that, (1) after giving effect to the
exercise of its Rights, it will not beneficially own, as determined in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, more than 14.99% of the Company's outstanding shares of Common Stock
(calculated immediately upon closing of the Rights Offering after giving effect
to the Backstop Commitment, as described in the Prospectus) and (2) if it
already beneficially owns, as determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934, as amended, in excess of 14.99% of
the Company's outstanding shares of Common Stock it will not, via the exercise
of the Rights, increase its proportionate interest in the Company's Common
Stock.  The Rights represented by this Subscription
Rights Certificate may be exercised by completing Form 1 and any other
appropriate forms on the reverse side hereof and by returning the full payment of the subscription
price for each share of Common Stock in accordance with the instructions set
forth in Form 1 hereto and the Prospectus.


 


This Subscription Rights
Certificate is not valid unless countersigned by the subscription agent and
registered by the registrar.


 


Witness the seal of Griffon
Corporation and the signatures of its duly authorized officers.


 


Dated:


 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Chairman of the Board

  	
   

  	
  Vice President, Chief
  Financial Officer,

  
	
   

  	
   

  	
  Treasurer and Secretary

  



 


	
  COUNTERSIGNED
  AND REGISTERED:

  
	
       AMERICAN
  STOCK TRANSFER & TRUST COMPANY,

  
	
  (New York, N. Y.)

  	
  TRANSFER AGENT

  	
   

  
	
   

  	
  AND REGISTRAR

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  AUTHORIZED SIGNATURE

  	
   

  



 














 


DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS
CERTIFICATE


 


Delivery other than in the manner or to the addresses listed below will
not constitute valid delivery.


 


	
  If delivering by hand:

  

  American Stock
  Transfer & Trust Company
 Attn: Reorganization Department
 59 Maiden Lane
 New York, New York 10038

  	
   

  	
  If delivering by mail or overnight courier:

  

  American Stock
  Transfer & Trust Company
 Operations Center
 Attn: Reorganization Department
 6201 15th Avenue
 Brooklyn, New York 11219

  



 


PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.


 


FORM 1-EXERCISE OF
SUBSCRIPTION RIGHTS


 


To
subscribe for shares pursuant to your Basic Subscription Right, please complete lines (a) and (c) and sign
under Form 4 below.  To subscribe
for shares pursuant to your Over-Subscription
Right, please also complete line (b) and sign under Form 4 below.  To
the extent you subscribe for more Shares than you are entitled under either the
Basic Subscription Right or the Over-Subscription Right, you will be deemed to
have elected to purchase the maximum number of shares for which you are
entitled to subscribe under the Basic Subscription Right or Over-Subscription
Right, as applicable.


 


(a) EXERCISE OF BASIC
SUBSCRIPTION RIGHT:


 


	
  I apply for

  	
   

  	
   shares x $ 8.50

  	
  =   $

  	
   

  	
   

  
	
   

  	
  (no. of new shares)

  	
  (subscription
  price)

  	
   

  	
  (amount enclosed)

  



 


(b) EXERCISE OF
OVER-SUBSCRIPTION RIGHT


 


If you
have exercised your Basic Subscription Right in full and wish to subscribe for
additional shares in an amount equal to up to 20% of the shares of Common Stock
for which you are otherwise entitled to subscribe pursuant to your
Over-Subscription Right:


 


	
  I apply for

  	
   

  	
   shares x $ 8.50

  	
  =   $

  	
   

  	
   

  
	
   

  	
  (no. of new shares)

  	
  (subscription
  price)

  	
   

  	
  (amount enclosed)

  



 


(c) Total Amount of
Payment Enclosed   =   $                                    


 


METHOD OF PAYMENT (CHECK ONE)


 


o            Check or bank draft drawn on a U.S. bank, or
postal telegraphic or express.


 


o            Money order payable to “American Stock
Transfer & Trust Company, as Subscription Agent.” Funds paid by an
uncertified check may take at least five business days to clear.


 


o            Wire transfer of immediately available funds
directly to the account maintained by
American Stock Transfer & Trust Company, LLC, as Subscription Agent,
for purposes of accepting subscriptions in this Rights Offering at JPMorgan Chase Bank, 55 Water Street, New York, New
York 10005, ABA #021000021, Account # 323-838707 American Stock Transfer
FBO Griffon Corporation, with reference to the rights holder’s name.


 


FORM
2-TRANSFER TO DESIGNATED TRANSFEREE 


 


To transfer your subscription
rights to another person, complete this Form 2 and have your signature
guaranteed under Form 5. 


 


For value received                             
of the subscription rights represented by this Subscription Rights Certificate
are assigned to:


	
   

  
	
   

  
	
   

  	
   

  
	
  Social Security #

  	
   

  
	
   

  
	
  Signature(s):

  	
   

  
			



 


IMPORTANT: The signature(s) must
correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular,
without alteration or enlargement, or any other change whatsoever.


 


FORM 3-DELIVERY TO DIFFERENT
ADDRESS


 


If you wish for the Common
Stock underlying your subscription rights, a certificate representing
unexercised subscription rights or the proceeds of any sale of subscription
rights to be delivered to an address different from that shown on the face of
this Subscription Rights Certificate, please enter the alternate address below,
sign under Form 4 and have your signature guaranteed under Form 5.


	
   

  
	
   

  
	
   

  



 


FORM 4-SIGNATURE


 


TO SUBSCRIBE: I acknowledge
that I have received the Prospectus for this Rights Offering and I hereby
irrevocably subscribe for the number of shares indicated above on the terms and
conditions specified in the Prospectus. 
By signing below I confirm that (1) after giving effect to the
exercise of my Rights I will not beneficially own, as determined in accordance
with Rule 13d-3 under the Securities Exchange Act of 1934, as amended,
more than 14.99% of the Company’s outstanding shares of Common Stock
(calculated immediately upon the closing of the rights offering after giving
effect to the Backstop Commitment, as described in the Prospectus) and (2), if
I already beneficially own, as determined in accordance with Rule 13d-3 under
the Securities Exchange Act of 1934, as amended, in excess of 14.99% of the
Company’s outstanding shares of Common Stock I will not, via the exercise of
the Rights, increase my proportionate interest in the Company’s Common Stock
(with respect to (1) or (2), any such excess shares, the “Excess Shares”).  With respect to any such Excess Shares, I
hereby (1) irrevocably appoint and constitute the Company, each of its
authorized officers and their designees, and each of them, with full power of
substitution, as my proxy and attorney in fact with full authority to vote and
act by written consent with respect to any such Excess Shares on any matter
submitted to shareholders for a vote or action by written consent, in the
discretion of such proxy, to the same extent I would have the power to vote or
act by written consent and (2) grant the Company a right for 90 days from
the closing of the rights offering to repurchase such Excess Shares at the
lesser of the $8.50 per share subscription price and the closing price of the
Company’s Common Stock on the New York Stock Exchange on the trading day
immediately prior to the date on which notice is sent to the holder of the
Company’s intent to exercise such right, which notice must be sent prior to the
expiration of such 90 day period.  I
agree to cooperate with the Company and provide to the Company any and all
information requested by the Company in connection with the exercise of the
rights granted in the previous sentence.


 


 


	
  Signature(s)

  	
   

  	
   

  



 


IMPORTANT: The signature(s) must
correspond with the name(s) as printed on the reverse of this Subscription
Rights Certificate in every particular, without alteration or enlargement, or
any other change whatsoever.


 


FORM 5-SIGNATURE GUARANTEE


 


This form must be completed
if you have completed any portion of Forms 2 or 3.


 


	
  Signature Guaranteed:

  	
   

  
	
  (Name of Bank or Firm)

  
	
   

  
	
  By:

  	
   

  
	
  (Signature of Officer)

  
			



 


IMPORTANT:  The signature(s) should be guaranteed by
an eligible guarantor institution (bank, stock broker, savings & loan
association or credit union) with membership in an approved signature guarantee
medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.


 


FOR INSTRUCTIONS ON THE USE
OF GRIFFON CORPORATION SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT MACKENZIE
PARTNERS, INC., THE INFORMATION AGENT, AT (800) 322-2885.